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PGLD.V ·

P2 Gold Upsizes Flow-Through Financing

Financings

September 17, 2021 News Release 21-19

P2 Gold Upsizes Flow-Through Financing

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION

OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Vancouver, British Columbia, September 17, 2021; P2 Gold Inc. (“P2” or the “Company”) (TSX-V:PGLD)

reports that it intends to increase the size of its previously announced non-brokered private placement

of flow-through shares from up to 1,000,000 flow-through common shares to up to 2,500,000 flow-

through common shares in the capital of the Company (the “Private Placement”) that qualify as flow-

through shares for purposes of the Income Tax Act (Canada) , at a price of $0.50 per common share

for gross proceeds of up to $1,250,000.

The gross proceeds of the Private Placement will be used to fund exploration expenditures on the

BAM Property and for other Canadian Exploration Expenses that will qualify as “flow through mining

expenditures” as defined in subsection 127(9) of the Income Tax Act (Canada), and “BC flow-through

mining expenditures”, as defined in the Income Tax Act (British Columbia).

The Private Placement will close on completion of documentation and is conditional upon receipt of

all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the

“Exchange”). The Private Placement will be offered to accredited investors in all Provinces of Canada

pursuant to applicable securities laws. In connection with the Private Placement, the Company may

pay finders’ fees as permitted by the policies of the Exchange. All securities issued pursuant to the

Private Placement will be subject to a four-month hold period. The securities offered pursuant to the

Private Placement have not been and will not be registered under the United States Securities Act of

1933, as amended, and may not be offered or sold in the United States absent re gistration or an

applicable exemption from the registration requirements of such Act.

About P2 Gold Inc.

P2 is a mineral exploration and development company focused on advancing precious metals and

copper discoveries and acquisitions in the western United States and British Columbia.

2 | P a g e

For further information, please contact:

Joseph Ovsenek

President & CEO

(778) 731-1055

P2 Gold Inc.

Suite 1100, 355 Burrard Street

Vancouver, BC

V6C 2G8

[email protected]

(SEDAR filings: P2 Gold Inc.)

Michelle Romero

Executive Vice President

(778) 731-1060

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the

Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Information

This press release contains “forward-looking information” within the meaning of applicable securities

laws that is intended to be covered by the safe harbours created by those laws. “Forward -looking

information” includes statements that use forward -looking terminology such as “may”, “will”,

“expect”, “anticipate”, “believe”, “continue”, “potential” or the negative thereof or other variations

thereof or comparable terminology. Such forward -looking information includes, without limitation,

statements regarding the use of proceeds, the renouncement of the Canadian Exploration Expenses,

information with respect to the Company’s expectations, strategies and plans including the

Company’s planned expenditures and exploration activities.

Forward-looking information is not a guarantee of future performance and is based upon a number of

estimates and assumptions of management at the date the statements are made. Furthermore, such

forward-looking information involves a variety of known and unknown risks, uncertainties a nd other

factors which may cause the actual plans, intentions, activities, results, performance or achievements

of the Company to be materially different from any future plans, intentions, activities, results,

performance or achievements expressed or impli ed by such forward -looking information. See “Risk

Factors” in the Company’s annual information form dated August 9, 2021 filed on SEDAR at

www.sedar.com for a discussion of these risks.

The Company cautions that there can be no assurance that forward -looking information will prove to

be accurate, as actual results and future events could differ materially from those anticipated in such

information. Accordingly, investors should not place undue reliance on forward-looking information.

Except as required by l aw, the Company does not assume any obligation to release publicly any

revisions to forward -looking information contained in this press release to reflect events or

circumstances after the date hereof.